In Re: Paxar India (P.) Ltd.

H.G. Ramesh, J.—In this petition filed under Sections 391 - 394 of the Companies Act, 1956 (''the Act''), the petitioner-Paxar India Private Limited (transferor-Company) has sought for sanction of the Scheme of Amalgamation which is produced as Annexure-A, so as to be binding on the petitioner-Company, R.V.L. Packaging India Private Limited (another transferor-Company), Avery Dennison (India) Private Limited (transferee-Company) and their respective shareholders and creditors and all other persons.

The petitioner-Company was incorporated on 16-9-1988 with the Registrar of Companies, Maharashtra. The registered office of the Company was shifted from Maharashtra to Karnataka with effect from 7-1-2000. The petitioner-Company was incorporated to carry on the business of manufacturing printed labels, cotton twill tapes, nova tapes, bar-codes, paper printed tags of all kinds etc.

The registered office of the petitioner-Company is situated at 90/91, 7th Main Road, Peenya Industrial Area, Bangalore - 560058. The registered office of R.V.L. Packaging India Private Limited is situated at 23, Madhuli, 2nd Floor, Dr. Annie Besant Marg, Worli, Mumbai - 400018. The registered office of the transferee-Company is situated at Block B-1, Plot No. F-2, Mohan Co-operative Industrial Estate, Mathura Road, Delhi - 110044.

The Board of Directors of the petitioner-Company has approved and adopted the Scheme of Amalgamation of the petitioner-Company and R.V.L. Packaging India Private Limited with Avery Dennison (India) Private Limited at its meeting held on 31-7-2008, subject to approval of the shareholders and sanction by this Court, High Court of Delhi and the High Court of Judicature at Bombay.

The petitioner-Company had filed Company Application No. 859/2008 before this Court for dispensation of the meetings of the shareholders and creditors of the Company for approving the Scheme of Amalgamation. This Court by its order dated 3-11-2008 allowed the application and dispensed with the meetings of the shareholders and creditors.

The present company petition was filed on 13-11-2008 and this Court by its order dated 19-11-2008 issued notices to the Regional Director, Official Liquidator and directed the petitioner to take out notice of the petition in the newspapers-"The Hindu" - an English daily and "Udayavani" a Kannada daily on or before 29-11-2008 notifying the date of hearing as 19-12-2008. The notice of the petition was published in the said newspapers on 24-11-2008 as directed by this Court. Pursuant to the said publication, none has appeared before this Court to oppose this petition.

The Official Liquidator had sought for appointment of a Chartered Accountant to verify the books and records of the petitioner-Company and this Court by its order dated 5-12-2008 appointed a Chartered Accountant to verify the books and records of the petitioner-Company. The Official Liquidator has filed OLR No. 104/2009 based on the report filed by the Chartered Accountant and stated that the affairs of the petitioner-Company have not been conducted in a manner prejudicial to the interests of its members or to the general public.

The Registrar of Companies in Karnataka has filed his affidavit dated 2-4-2009 on behalf of the Regional Director, Ministry of Corporate Affairs, Southern Region, Chennai and has stated as follows:

As the Registered Offices of the Transferor-Company No. 2 and the Transferee-Company are situated in the State of Maharashtra and New Delhi respectively, the scheme is subject to approval of the Hon''ble High Court at Bombay and New Delhi also.

As the entire shares of the Transferee-Company No. 1 are held by two foreign body corporates, the requirements of FEMA and RBI Act, if any, have to be complied with for allotment of shares to the shareholders of the Transferor-Company No. 1.

In reply, the petitioner-Company has filed its affidavit dated 6-4-2009 stating that transferor-Company No. 2 has filed Company Petition No. 1053/2008 before the High Court of Judicature at Bombay and the transferee-Company has filed Company Petition No. 31/2009 before the High Court of Delhi for sanctioning the Scheme of Amalgamation. In the said affidavit, the petitioner-Company has also undertaken to comply with the requirements of FEMA and RBI Act, while allotting shares to its shareholders; this statement is placed on record.

Learned Counsel appearing for the Official Liquidator and the Registrar of Companies submit that they have no objection for grant of the Scheme of Amalgamation at Annexure-A, As the proposed Scheme of Amalgamation would be beneficial to the transferor and transferee-Companies, I deem it appropriate to sanction the Scheme of Amalgamation at Annexure-A. Accordingly, I make the following order:

(i) the Scheme of Amalgamation (Annexure-A) is hereby sanctioned subject to sanction of the Scheme by the High Court of Delhi and the High Court of Judicature at Bombay;

(ii) Registry to draw up a decree in Form No. 42;

(iii) the petitioner-Company (transferor-Company) shall stand dissolved without there being an order of winding-up;

(iv) the petitioner-Company shall file a copy of this order with the Registrar of Companies within thirty days from the date of receipt of a copy of this order.